Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the management transitions disclosed in the Original 8-K, the
Board approved a new form of employment agreement for executives other than the
Chief Executive Officer (the "Executive Employment Agreement"). On
The Executive Employment Agreement has a one-year term, which will automatically
renew for four consecutive one-year periods unless either the Company or the
Executive timely elects for non-renewal. The annual base salary of each
Executive is reflected below and may be increased annually as determined by the
Board or its
Officer Base SalaryPaul Libner $340,000 Randy Shefman $325,000 Mark Isto $485,000
Each Executive will be eligible to receive annual incentive compensation, to participate in the Company's long-term equity incentive plan, to participate in the Company's employee benefit plans and programs, and to receive fringe benefits made available to similarly situated executive officers.
Each Executive is eligible to receive severance compensation upon an involuntary termination of employment without "cause" or a voluntary termination of employment for "good reason" (in each case, as defined in the Executive Employment Agreement), or if the Company elects not to renew the employment term during the four-year renewal period. If such termination or non-renewal does not occur within two years after a "change of control," the Executive will be entitled to the sum of one times his base salary, one times his average annual cash incentive bonus for the prior three fiscal years, and accrued obligations due to the Executive. If such termination or non-renewal occurs within two years after a "change of control," the Executive will be entitled to one and one-half times his then base salary, one and one-half times his average annual cash incentive bonus for the prior three fiscal years, and certain continued employee benefits for twelve months.
The Executive will be restricted from competing against the Company or soliciting the Company's employees, customers or business relationships for a period of twelve months following termination of employment with the Company.
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The foregoing description of the Executive Employment Agreement is qualified in
its entirety by reference to the full text of the form of Executive Employment
Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The description of
In connection with the appointment of Messrs. Libner, Shefman and Isto to the
offices described above, the CNGC awarded the Executives equity having the
aggregate grant date value described below, divided equally between
stock-settled stock appreciation rights, restricted stock (Messrs. Libner and
Shefman) or restricted stock units (
Grant Date Officer Equity ValuePaul Libner $156,000 Randy Shefman $106,000 Mark Isto $50,000
Kirchhoff Retirement Agreement
The Retirement Agreement sets forth the terms and conditions of
The foregoing description of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of Executive Employment Agreement entered into by and betweenRoyal Gold, Inc. andPaul Libner andRandy Shefman . 10.2 Employment Agreement by and betweenRoyal Gold Corporation andMark Isto effectiveJanuary 2, 2020 10.3 Retirement Agreement betweenRoyal Gold, Inc. andBruce Kirchhoff , datedJanuary 1, 2020 . 104 Cover Page Interactive Data File (formatted as inline XBRL). 3
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